SEC Comment Letter 0000000000-23-010144 to Beneficient (BENF)
Beneficient
Date: Sept. 14, 2023 · CIK: 0001775734 · Accession: 0000000000-23-010144
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-273326
Letter
United States securities and exchange commission logo September 14, 2023 Brad K. Heppner Chief Executive Officer Beneficient 325 North St. Paul Street, Suite 4850 Dallas, TX 75201 Re:Beneficient Amendment No. 1 to Form S-1 Filed July 19, 2023 File No. 333-273326 Dear Brad K. Heppner: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our August 10, 2023 letter. Amendment No. 1 to Form S-1 filed August 31, 2023 Risk Factors We engage in related party transactions, which may result in conflicts of interest, page 53 1.We note your response to comment 8. Please expand this risk factor to specifically address any payments or other interests held by your CEO, Brad Heppner, directly or as a beneficial owner/beneficiary, whether held through trusts, or other holdings. The disclosure should address both material holdings and aggregate holdings that: •have an ownership interest in Beneficient; or •have provided credit or funds that have a priority interest in Beneficient or its component parts, or in the event of bankruptcy, compared to the common shareholders.
FirstName LastNameBrad K. Heppner Comapany NameBeneficient September 14, 2023 Page 2 FirstName LastName Brad K. Heppner Beneficient September 14, 2023 Page 2 Please further discuss the conflict of interest that could arise from a conflict between Mr. Heppner’s financial interests and those of Beneficient’s shareholders. Payments to our Chief Executive Officer, page 213 2.We note your response to our prior comment 2 and reissue in part. We further note the table beginning on page 214. For each item in the table, please include in a separate column the total dollar amount paid to or for the benefit of Mr. Heppner or his affiliates. Please contact Robert Arzonetti at (202) 551-8819 or Christian Windsor, Legal Branch Chief, at (202) 551-3419 with any other questions. Sincerely, Division of Corporation Finance Office of Finance cc: Matthew L. Fry
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United States securities and exchange commission logo
September 14, 2023
Brad K. Heppner
Chief Executive Officer
Beneficient
325 North St. Paul Street, Suite 4850
Dallas, TX 75201
Re:Beneficient
Amendment No. 1 to Form S-1
Filed July 19, 2023
File No. 333-273326
Dear Brad K. Heppner:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our August 10, 2023 letter.
Amendment No. 1 to Form S-1 filed August 31, 2023
Risk Factors
We engage in related party transactions, which may result in conflicts of interest, page 53
1.We note your response to comment 8. Please expand this risk factor to specifically
address any payments or other interests held by your CEO, Brad Heppner, directly or as a
beneficial owner/beneficiary, whether held through trusts, or other holdings. The
disclosure should address both material holdings and aggregate holdings that:
•have an ownership interest in Beneficient; or
•have provided credit or funds that have a priority interest in Beneficient or its
component parts, or in the event of bankruptcy, compared to the common
shareholders.
FirstName LastNameBrad K. Heppner
Comapany NameBeneficient
September 14, 2023 Page 2
FirstName LastName
Brad K. Heppner
Beneficient
September 14, 2023
Page 2
Please further discuss the conflict of interest that could arise from a conflict between Mr.
Heppner’s financial interests and those of Beneficient’s shareholders.
Payments to our Chief Executive Officer, page 213
2.We note your response to our prior comment 2 and reissue in part. We further note the
table beginning on page 214. For each item in the table, please include in a separate
column the total dollar amount paid to or for the benefit of Mr. Heppner or his affiliates.
Please contact Robert Arzonetti at (202) 551-8819 or Christian Windsor, Legal Branch
Chief, at (202) 551-3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Matthew L. Fry